Osicom Technologies Reports Fourth Quarter Results.

SANTA MONICA, Calif.--(BUSINESS WIRE)--April 16, 1997--

Revenues Reach $36.8 Million; Net Income $1.4 Million

Osicom Technologies, Inc. (Nasdaq: FIBR) today reported that for the fourth quarter ended January 31, 1997, revenues totaled $36,824,000, and net income reached $1,425,000, or $0.11 per share. The primary weighted number of shares upon which this earnings per share calculation was based was 12,218,151. This included 10,975,160 shares outstanding at year-end, plus 1,242,991 shares issuable upon the exercise of options and warrants. The results stated above compare to revenues of $8,545,000, and a net loss of $1,022,000, or ($0.21) per share, for the fourth quarter ended January 31, 1996, restated to reflect pooling of interests.

For the twelve months ended January 31, 1997, the Company reported revenues of $115,912,000 and a net loss of $15,609,000, or ($1.97) per share (including $16,474,000 in charges, of which $13,650,000 was purchased research and development expenses). The twelve month after-tax loss reflects restated results for the second quarter, including acquisition related expenses, pooling costs, purchased research and development expenses, reductions to net realizable value for capitalized software and inventories in connection with the Company's acquisitions over the past year.

For comparison purposes, for the twelve-months ended January 31, 1996, restated results due to pooling of interests were: $34,473,000 in revenues and a net loss of $1,317,000, or ($0.36) per share.

Financial results for the quarter and twelve months ended January 31, 1996, reflect pooling of interests accounting associated with the acquisitions of Digital Products, Inc., Distributed Systems, Inc., and Builders Warehouse Association, Inc. In addition, earnings per share amounts for the fourth quarter and twelve month period ended January 31, 1996, have been adjusted for the 2-for-1 stock split effected on February 12, 1996.

Commenting on the Company's results, Sharon Chadha, Osicom's chairman, stated, "Our strategy is a three-phase program. Phase One was a period of rapid growth in which the Company gathered the assets to become a player in the networking arena. During this period the Company acquired firms that owned core technologies, had established sales channels, were producing or could produce high functionality, low-cost, open architecture, standards-based networking products. Although acquisitions will remain a part of the Company's growth strategy, Phase One, with its dominant emphasis on acquisitions, is coming to a close.

"In Phase Two we plan to take advantage of market opportunities not currently recognized or fully exploited by our competitors, and in the process we will be developing new core competencies and new customer relationships that are expected to position the Company as a preeminent player in the networking arena of the future. An example of this approach is our strategic partnership with Asia Broadcast Communications Network (ABCN) in which Osicom will provide networking equipment for the first Asia-wide broadband distribution platform for direct broadcast satellite (DBS), multi-media, and high speed Internet access and online services, with a satellite footprint that will cover 280 million television households and 30 million PC users. In the process of supplying ABCN, the Company expects to further develop its wireless technologies and thus solidify its position as a leading provider of the next generation of wireless- compatible networking products.

"In Phase Three our goal will be to leverage our core competencies and relationships developed in Phase Two in order to challenge and eventually overtake the industry's established wire-centric leadership. It's an ambitious plan, but we are confident of our future," Ms. Chadha said.

Commenting upon the increase in the primary number of shares, Ms. Chadha stated, "This increase resulted in part from a resetting of key employee stock options to reflect our lower stock price in the fourth quarter, so that we could continue to attract and maintain the highest quality workforce."

Osicom Technologies is a Santa Monica, California-based company engaged in design, manufacture and marketing of transmission, networking, remote access, and connectivity products for use in local area networks, wide area networks, and broadband global networks. The company is one of the leading suppliers of networking products which provide a seamless infrastructure linking geographically dispersed networks and offer integrated solutions for remote access products, hubs and switches, routers, concentrators, high performance network adapters, network print servers, frame relay encryption devices, video switches and routers and a family of other products to build broadcast systems over copper, fiber optic, or wireless transmission media.

Additional information about Osicom's products and services, financial data, and other information can be found at the company's web site at http://www.osicom.com .

Except for historical information contained herein, the matters discussed in this news release are forward looking statements that involve risks and uncertainties. The forward looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including without limitation the company's ability to develop, produce and market products that incorporate new technology on a timely basis, that are priced competitively and achieve significant market acceptance; higher expenses associated with the development and marketing of new products; changes in product mix; risks of dependence on third party component suppliers; inventory risks due to shifts in market demand; the presence of competitors with broader product lines and greater financial resources; intellectual property rights and litigation; needs for liquidity; and other risks detailed from time to time in the company's reports filed with the Securities and Exchange Commission. -0-

                    OSICOM TECHNOLOGIES, INC.
                    Statements of Operations
                           (Unaudited)

            In Thousands, except for per share data


                       Three Months          Twelve Months
                       ended Jan. 31,         ended Jan. 31,
                      1997       1996        1997       1996

Revenues           $36,824     $8,545    $115,912    $34,473

Cost of sales       25,909      5,329      84,215     21,729

Gross margin        10,915      3,216      31,697     12,744

                        30%        38%         27%        37%

Net income/(loss)   $1,425    ($1,022)   ($15,609)   ($1,317)

Accrued undeclared
 dividends              38         38         150        150

Net income/(loss)
 applicable to
 common shares     $ 1,387    ($1,060)   ($15,759)   ($1,467)

Net income/(loss)
 per share

   Primary            0.11      (0.21)      (1.97)     (0.36)

   Fully diluted      0.11        N/A         N/A        N/A

Weighted average
 common shares
 outstanding
 (restated)

   Primary      12,218,151  4,984,653   8,050,169  4,029,810

   Fully
    diluted     13,625,966        N/A         N/A        N/A

-0-

                    OSICOM TECHNOLOGIES, INC.
                     SUMMARY BALANCE SHEET
                           (unaudited)
                          (In Thousands)


                     ASSETS

                                      Jan. 31, 1997

CURRENT ASSETS                            $  48,948

TOTAL ASSETS                                 78,476


               LIABILITIES AND STOCKHOLDERS' EQUITY

TOTAL LIABILITIES                             45,606

STOCKHOLDERS' EQUITY                          32,870

CONTACT: Sitrick And Company

Jeffrey Lloyd/Tom Ekman

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